Terms of Service

Effective Date: February 5, 2026

Thank you for your interest in QARL AI Inc. ("QARL AI", "we", "us" or "our"), formerly 15008018 Canada Inc. These Terms of Service (these "Terms") govern your access to and use of QARL Studio, our AI-powered video generation platform. If you or the organization you represent have signed a separate Master Services Agreement with QARL AI, then that agreement and not these Terms control your use of the QARL AI Studio.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE QARL AI PLATFORM AND APPLIES TO ALL USERS ACCESSING THE QARL AI PLATFORM. BY ACCESSING OR USING THE QARL AI PLATFORM IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, OR COMPLETING THE ACCOUNT REGISTRATION PROCESS, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH QARL AI, (3) YOU ARE NOT BARRED FROM USING THE QARL AI PLATFORM UNDER THE LAWS OF CANADA, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE QARL AI PLATFORM ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE QARL AI PLATFORM.

IF YOU SUBSCRIBE TO ANY FEATURE OR FUNCTIONALITY OF THE QARL AI PLATFORM FOR A TERM (THE “INITIAL TERM”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT QARL AI’ THEN-CURRENT FEE FOR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 5 (SUBSCRIPTION AND PAYMENTS) BELOW.

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE QARL AI PLATFORM WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE PROVINCE OF QUEBEC, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

THE AGREEMENT IS SUBJECT TO CHANGE BY QARL AI IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 13.1 (AGREEMENT UPDATES).

1. DEFINITIONS

Capitalized terms will have the meanings set forth in this Section 1, or in the section where they are first used.

1.1 "AI Avatar" means a digital representation, either a Stock Avatar or Custom Avatar, used to generate Video Content through QARL Studio.

1.2 "Authorized User" means each of your employees, agents, independent contractors, and/or service providers who are authorized to access and use QARL Studio pursuant to your rights under these Terms.

1.3 "Custom Avatar" means an AI Avatar created from Source Materials submitted by you or on your behalf, which may replicate the appearance, voice, or other characteristics of the individual depicted in such Source Materials.

1.4 "Documentation" means the technical materials provided by QARL AI describing the use and operation of QARL Studio, including user guides, help articles, and documentation.

1.5 "Input Content" or “Source Materials” means all data, text, scripts, images, audio files, video files, prompts, and other content or materials submitted to QARL Studio by you or on your behalf for the purpose of generating Video Content.

1.6 "Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) design rights and other proprietary rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in any jurisdiction throughout the world.

1.7 "QARL Studio" or "Platform" means QARL AI's cloud-based AI video generation software-as-a-service offering, accessible via our website.

1.8 "Stock Avatar" means a pre-made AI Avatar and includes stock voices, backgrounds, and other materials provided as-is through QARL Studio that is not based on Source Materials submitted by you or on your behalf.

1.9 "Supported Environment" means the minimum hardware, software, and connectivity configuration specified by QARL AI as required to use QARL Studio, as described in the Documentation.

1.10 "Video Content" means any audiovisual output generated by QARL Studio using AI Avatars, including videos created using Custom Avatars or Stock Avatars.

2. ACCOUNTS

2.1 Account Creation. In order to access QARL Studio, you will be required to register an account ("Account"). You must provide true, accurate, current, and complete information during registration and maintain and promptly update the registration data to keep it accurate and complete.

2.2 Account Security. You are responsible for maintaining the confidentiality of your account credentials and are fully responsible for all activities that occur under your Account. You agree to immediately notify QARL AI of any unauthorized use of your Account or any other breach of security.

2.3 Age Restriction. QARL Studio is intended only for users who are at least 18 years of age. By using QARL Studio, you represent and warrant that you are at least 18 years old.

2.4 Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and insured to the benefit of QARL AI. Furthermore, you are responsible for all activities that occur under your Account.

3. PROVISION OF QARL STUDIO

3.1 Access Grant. Subject to your compliance with these Terms, QARL AI will provide you with access to QARL Studio. QARL AI will provide you with the necessary access credentials to allow you and your Authorized Users to access and use QARL Studio. You will use commercially reasonable efforts to prevent unauthorized access to, or use of, QARL Studio, and provide QARL AI with prompt notification of any such unauthorized use.

3.2 Hosting. QARL AI will, at its own expense, provide for the hosting of QARL Studio. You are responsible for procuring and maintaining your own telecommunications and network hardware as required to access QARL Studio from the Internet.

3.3 Updates and Modifications. You acknowledge that QARL Studio is evolving. QARL AI may update QARL Studio with or without notifying you. Any future release, update or other addition to QARL Studio shall be subject to these Terms unless otherwise specified in writing.

3.4 Beta Features. From time to time, QARL AI may offer new "beta" features or tools. Such features are offered solely for experimental purposes, without any warranty of any kind, and may be modified or discontinued at QARL AI's sole discretion.

4. LICENSE GRANT AND RESTRICTIONS

4.1 License Grant. Subject to your compliance with these Terms, QARL AI grants you a non-exclusive, non-transferable, revocable license during the Term (as defined below), solely within the Supported Environment to:

(a) Access and use QARL Studio to create Video Content for your internal business purposes or for distribution to your customers, clients, or audiences;

(b) Use and reproduce a reasonable number of copies of the Documentation solely to support your authorized use of QARL Studio;

(d) Where applicable, integrate and use QARL Studio APIs into your applications in accordance with the Documentation.

You may permit Authorized Users to access and use QARL Studio as contemplated by these Terms.

4.2 License Restrictions. You will not, and will not permit any Authorized User to:

(a) Allow any third party to access QARL Studio or Documentation, except as expressly allowed herein;

(b) Modify, adapt, alter or translate QARL Studio or Documentation;

(c) Sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of QARL Studio for the benefit of any unauthorized third party;

(d) Reverse engineer, decompile, disassemble, or otherwise attempt to derive or determine the source code, algorithms, or structure of QARL Studio, except as permitted by law;

(e) Intentionally interfere with the operation of QARL Studio or the hardware and network used to operate QARL Studio;

(f) Modify, copy or make derivative works based on any part of QARL Studio or Documentation;

(g) Access or use QARL Studio to build a similar or competitive product or service;

(h) Use any automated system, including "robots," "spiders," or "scrapers," to access or extract data from QARL Studio;

(i) Use QARL Studio in any manner that exceeds the scope of use permitted under Section 4.1 or in a manner inconsistent with applicable law, the Documentation, or these Terms; or

(j) Remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of QARL AI or its licensors on QARL Studio.

4.3 Ownership of QARL Studio. QARL Studio and Documentation, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of QARL AI and its licensors. All rights in and to QARL Studio and Documentation not expressly granted to you in these Terms are reserved by QARL AI and its licensors.

4.4 Feedback. You hereby grant QARL AI a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into QARL Studio any suggestions, enhancement requests, recommendations or other feedback provided by you relating to QARL Studio.

5. SUBSCRIPTION AND PAYMENTS

5.1 Subscription Plans. QARL Studio is offered on a subscription basis with various plan levels. The features, usage limits, and pricing for each plan are described on our website or in your order form.

5.2 Payment. You agree to pay all fees associated with your subscription plan. All fees are due in advance and are non-refundable except as expressly provided in these Terms. Payments shall be made without any right of set-off or deduction.

5.3 Automatic Renewal. Unless you cancel your subscription before the end of the current subscription period, your subscription will automatically renew for successive periods of the same duration at QARL AI's then-current fees. QARL AI will provide you with notice of any fee changes at least 30 days prior to the renewal date.

5.4 Cancellation. You may cancel your subscription at any time through your account settings or by contacting QARL AI at support@qarl.ai. Cancellation will be effective at the end of the then-current subscription period. You will not be entitled to a refund of any fees already paid.

5.5 Usage Limits. Your subscription plan includes specific usage limits (such as video generation minutes per month). If you exceed these limits, QARL AI may suspend your access to QARL Studio or charge you additional fees for the excess usage.

5.6 Taxes. All fees are exclusive of applicable taxes, which you are responsible for paying.

6. CONTENT OWNERSHIP AND LICENSES

6.1 Your Ownership of Input Content and Video Content. As between you and QARL AI, you (or your licensors, as applicable) own all right, title, and interest in and to all Input Content and Video Content, and all associated Intellectual Property Rights. QARL AI does not claim ownership of any Input Content, Source Materials or Video Content created through your use of QARL Studio.

6.2 License to QARL AI. You hereby grant QARL AI a non-exclusive, worldwide, royalty-free license to:

(a) Use Input Content and Video Content to provide, maintain, improve, and support QARL Studio and QARL AI's products and services;

(b) Use aggregated and/or de-identified usage data regarding your use of QARL Studio to improve QARL Studio and QARL AI's products and services, provide analytics, and generate statistics, provided that no customer-identifiable information will be disclosed to third parties without your consent; and

(c) Use any trademarks, service marks, or logos included in Input Content as necessary to fulfill your requests or deliver the functionality of QARL Studio.

6.3 QARL AI Ownership. QARL AI owns all right, title and interest in Stock Avatars, QARL Studio, Documentation, and all Intellectual Property Rights therein. You are granted only the limited rights explicitly stated in these Terms.

7. YOUR RESPONSIBILITIES AND REPRESENTATIONS

7.1 Responsibility for Input Content. You are solely responsible for the accuracy, quality, and legality of all Input Content, including any Source Materials. You represent and warrant that:

(a) You have obtained, or will obtain, all rights, licenses, consents, and permissions necessary to submit Input Content to QARL Studio and to permit QARL AI to process such content as described in these Terms;

(b) You have obtained all required consents, notices, and written releases from individuals whose likeness, voice, or biometric identifiers are included in Input Content, including explicit consents required under applicable data privacy and biometric laws;

(c) Your Input Content and the Video Content generated from it do not and will not infringe, misappropriate, or otherwise violate any third party's Intellectual Property Rights, privacy rights, publicity rights, or other proprietary rights; and

(d) You are solely responsible for ensuring that all notices are given and all authorizations are obtained under applicable laws (including data privacy, data protection, and biometrics laws) for QARL AI to collect, use, process, store, and disclose Input Content and Video Content.

7.2 Responsibility for Video Content Use. You are solely responsible for all uses of Video Content generated through QARL Studio, including any consequences of its creation, use, sharing, display or distribution. You acknowledge that QARL AI does not control or review any Input Content or Video Content, and disclaims all liability arising from such content or its use. You are solely responsible for ensuring that Video Content:

(a) Does not impersonate any individual without their consent;

(b) Does not misrepresent affiliation, sponsorship, or authorship;

(d) Complies with all applicable laws and regulations; and

(e) Does not cause harm, offense, or confusion.

7.3 Prohibited Uses. You represent and warrant that Input Content and Video Content will not:

(a) Be deceptive, defamatory, obscene, pornographic, or unlawful;

(b) Depict or sexualize minors in any way;

(d) Impersonate politicians, public figures, or any individuals without their explicit consent for the purpose of deception or misinformation;

(e) Intentionally contain any viruses, worms or other malicious code intended to damage systems or data;

(f) Violate the rights of a third party, including privacy or publicity rights; or

(g) Be used for illegal activities, fraud, or to circumvent technical protection measures.

7.4 Consent for Custom Avatars. For any Custom Avatar created using Source Materials depicting an individual:

(a) You must obtain explicit, informed, written consent from the individual (the "Actor") before submitting Source Materials;

(b) The Actor must be informed of how their likeness and voice will be used;

(d) The Actor reserves the right to request removal of their Custom Avatar from QARL Studio at any time, and you agree to honor such requests promptly; and

(e) You must obtain consent for any specific use or distribution of Video Content featuring the Actor's Custom Avatar.

7.5 Data Backup. You are encouraged to download and maintain backup copies of any Video Content you wish to preserve. QARL AI is not obligated to back up any Input Content or Video Content, and you are solely responsible for creating backup copies at your own cost and expense.

7.6 Breach. Any breach of this Section 7 gives QARL AI the right to suspend your access to QARL Studio and terminate these Terms immediately.

8. ACCEPTABLE USE POLICY

8.1 General Prohibitions. You agree not to use QARL Studio to:

(a) Create content that promotes, facilitates, or depicts illegal activities;

(b) Generate deepfakes or manipulated media intended to deceive, defraud, or mislead;

(d) Impersonate others for fraudulent, defamatory, or malicious purposes;

(e) Harass, threaten, or intimidate individuals or groups;

(f) Spread disinformation, particularly related to elections, public health, or emergencies;

(g) Infringe upon intellectual property rights of third parties;

(h) Violate any person's privacy or publicity rights;

(i) Create content for purposes of surveillance or stalking;

(j) Generate spam, unsolicited communications, or robocalls; or

(k) Train competing AI models or services.

8.2 Compliance. You agree to comply with all applicable laws, regulations, and industry standards in your use of QARL Studio and Video Content.

8.3 Monitoring and Enforcement. QARL AI reserves the right to monitor use of QARL Studio using automated and manual content moderation tools. QARL AI may suspend or terminate your access to QARL Studio if we determine, in our sole discretion, that you have violated these Terms or the Acceptable Use Policy.

9. CONFIDENTIALITY

9.1 Confidential Information. "Confidential Information" means any nonpublic information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that is identified as confidential or that the Receiving Party knows or should know is confidential. QARL Studio, Documentation, and all enhancements thereto will be considered QARL AI's Confidential Information.

9.2 Protection. The Receiving Party will not use or disclose Confidential Information except as expressly permitted under these Terms. The Receiving Party will protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

9.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of confidentiality obligations; (c) was already known to the Receiving Party; or (d) is independently developed by the Receiving Party without access to Confidential Information.

10. INTELLECTUAL PROPERTY INFRINGEMENT

10.1 Designated Agent. Contact information for QARL AI's designated agent for notice of intellectual property infringement claims: privacy@qarl.ai

10.2 Notice of Infringement. If you believe that content on QARL Studio infringes your intellectual property rights, please provide our Designated Agent with the following information:

(a) An electronic or physical signature of the person authorized to act on behalf of the intellectual property owner;

(b) A description of the intellectual property right that you claim has been infringed;

(d) Your address, telephone number, and email address;

(e) A statement that you have a good faith belief that the disputed use is not authorized; and

(f) A statement, under penalty of perjury, that the information in your notice is accurate and that you are the intellectual property owner or authorized to act on their behalf.

11. INDEMNIFICATION

You shall indemnify and hold QARL AI and our Representatives harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments, and expenses, as well as third-party claims and causes of action, including, without limitation, attorneys' fees, arising out of any breach by you of any of these Terms, violation of applicable law, or any use by you of the Services or Outputs thereof. You shall provide us with such assistance, without charge, as we may request in connection with any such defense, including, without limitation, providing us with such information, documents, records, and reasonable access to you as we deem necessary. You shall not settle any third-party claim or waive any defense without our prior written consent.

12. WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY

12.1 Limited Warranty. QARL AI warrants that QARL Studio will perform substantially in accordance with the Documentation under normal use.

12.2 DISCLAIMER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, QARL STUDIO IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. THE QARL AI PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

THE QARL AI PARTIES MAKE NO WARRANTY THAT: (A) QARL STUDIO WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) YOUR USE OF QARL STUDIO WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (C) THE QUALITY, ACCURACY, OR RELIABILITY OF VIDEO CONTENT OR ADVICE OBTAINED THROUGH QARL STUDIO WILL MEET YOUR EXPECTATIONS.

12.3 Disclaimer of Certain Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE QARL AI PARTIES BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, COSTS OF DELAY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA, OR LIABILITIES TO THIRD PARTIES, EVEN IF A QARL AI PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. TERM AND TERMINATION

13.1 Term. These Terms commence on the date when you accept these Terms and continue in full force and effect while you use QARL Studio, unless terminated earlier in accordance with these Terms (the "Term").

13.2 Termination by QARL AI. QARL AI may suspend or terminate your access to QARL Studio immediately and without notice if: (a) you have materially breached these Terms; (b) QARL AI is required to do so by law; or (c) QARL AI determines, in its sole discretion, that your use of QARL Studio poses a risk to QARL AI, other users, or third parties. QARL AI may also terminate these Terms at any time without cause upon 30 days' notice to you.

13.3 Termination by You. You may terminate these Terms at any time by closing your Account and ceasing all use of QARL Studio. Termination will be effective at the end of the then-current subscription period.

13.4 Effect of Termination. Upon termination: (a) your right to access and use QARL Studio will immediately cease; (b) you must immediately cease all use of QARL Studio; (c) QARL AI may delete Input Content and Video Content associated with your Account; and (d) you will remain liable for all fees incurred prior to termination.

13.5 Deletion To request deletion of data associated with your Account, contact us at support@qarl.ai.

14. MISCELLANEOUS

14.1 Updates to Terms. QARL AI may modify these Terms at any time. When changes are made, QARL AI will make a new copy of these Terms available on our website and update the "Effective Date" at the top. If we make any material changes and you have registered an Account, we will also send an email to the address associated with your Account. Changes will be effective 30 days after posting for users with an Account. If you do not agree to any changes, you must stop using QARL Studio.

14.2 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and QARL AI agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the courts of the Province of Quebec.

14.3 Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the Province of Quebec, without giving effect to any principles that provide for the application of the law of another jurisdiction.

14.4 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

14.5 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

14.6 No Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without QARL AI’s prior written consent. QARL AI may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

14.7 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

14.8 Force Majeure. QARL AI shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages.

14.9 Notices. Where QARL AI requires that you provide an email address, you are responsible for providing QARL AI with a valid and current email address. In the event that the email address you provide to QARL AI is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, QARL AI dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to QARL AI at the following address: 1400-1501 McGill College Avenue, Montréal, QC, H3A 3M8 Canada. Such notice shall be deemed given when received by QARL AI by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

14.10 No Partnership. No agency, partnership, joint venture or other relationship is intended or created by these Terms.

If you have any questions about these Terms, please contact us at support@qarl.ai

By using QARL Studio, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.